Call Now: 415.597.5500

Sam Zell’s $8.5 Billion Tribune Co. Buyout Fiasco Under Broad Attack

By ROBERT KAHN, Courthouse News Service (Friday, June 03, 2011) ( version here)

(CN) – At least 16 lawsuits this week accuse banks of fraudulent transfers in Sam Zell’s $8.5 billion leveraged buyout of the Tribune Co. Plaintiffs seek recovery of $8.3 billion from Steps One and Two of Zell’s scheme, in which he bought the newspaper chain, in effect with its own money, piled on debt, laid off hundreds of reporters, editors and other workers, and drove it into bankruptcy.

In complaints in Chicago and Los Angeles, retirees from Times Mirror and Tribune Co. seek $109 million in retirement benefits, and also complain of allegedly fraudulent transfers, and the $200 million cost of Tribune’s bankruptcy proceedings.

In the billion-dollar federal cases, two in Dallas and one in Allentown, Pa., the plaintiff banks and financial institutions say the LBO lined the pockets of Tribune’s former shareholders at the expense of its creditors and precipitated the company’s slide into bankruptcy, mass layoffs and journalistic purgatory.

They say Tribune transferred the money without receiving reasonably equivalent value in return, and were made when the company was insolvent, among other things.
A complaint in Dallas Federal Court alleges seven counts of constructive fraudulent transfer against the shareholder defendants: $4.3 billion as Step One, on June 4, 2007; and $4 billion as Step Two, on Dec. 20, 2007.

“Because of the LBO, Tribune’s funded debtload soared from more than $5 billion to nearly $14 billion – ten times greater than the company’s actual cash flow for 2006 or projected cash flow for 2007,” according to the complaint.

“As was widely predicted by a cacophony of financial analysts, industry experts, rating agencies, market participants, and media outlets alike, the company’s financial health deteriorated rapidly after the LBO closed. On July 14, 2008, for example, the Associated Press reported that the Los Angeles Times planned to cut 250 positions because the Company was ‘struggling to service th[e] debt’ taken on in connection with the LBO. None of Tribune’s cost-cutting measures, however, could forestall the inevitable.

“Buried in debt, and facing a bleak future of looming debt maturities and overwhelming interest payments, Tribune and its most valuable operating subsidiaries jointly filed for bankruptcy on December 8, 2008.

“Tribune’s own publicly filed estimates in the Bankruptcy Court valued the company at approximately $6.1 billion in 2010 – less than half of the company’s debtload at the close of Step Two.”

Plaintiffs seek “recovery of all amounts paid to each of the Shareholder Defendants in connection with the Shareholder Transfers to the extent necessary to satisfy the Pre-LBO Noteholder Claims recovery … an attachment against the assets of each of the Shareholder Defendants to the extent of all amounts received by each such defendant in connection with the Shareholder Transfers,” and “a constructive trust on the assets of each of the Shareholder Defendants to the extent of all amounts received by each such defendant in connection with the Shareholder Transfers,” among other things.

Plaintiffs’ lead attorney in Dallas is Jeffery Goldfarb with Goldfarb Branham.

Here are the parties to the Dallas case:

Deutsche Bank Trust Company Americas; Law Debenture Trust Company of New York; Wilmington Trust Company
Bank of America N.A./GWIM Trust Operations; Comerica Bank & Trust N.A.; Double Black Diamond/Offshore LDC; Double Black Diamond Offshore Ltd.; Frost National Bank; JP Morgan Chase Bank N.A.; Lyxor/Black Diamond Arbitrage Fund Limited; Penson Financial Services Centurion; Penson Financial Services Crawford; Penson Financial Services Mushin TRA; Penson Financial Services Opus BBX; Penson Financial Services Spectrum T; Penson Financial Services Inc.; Penson Financial Services Inc./Ridge; Penson Financial ServicesSano Inves; Penson Financial ServicesTrack Data; Stichting Shell Pensioenfonds; Teacher Retirement System of Texas; Valic Company I; Worldwide Transactions Limited.

The same plaintiffs filed a second, similar case against different shareholders, also in Dallas Federal Court.

A similar complaint was filed in Madison, Wisc., Federal Court.

Two similar complaints were filed in Allentown, Pa., Federal Court, one of them a class action.

Two similar complaints were filed in Charlotte, N.C., Federal Court, two in Boston Federal (one a class action), one in Burlington, Vt., Federal Court, two more in Chicago Federal, and another one in Alameda County Court, Oakland, Calif.

Meanwhile, in Cook County Court, hundreds of retirees of Times Mirror Co. and Tribune Co. filed claims for more than $109 million in retirement benefits. The retirees too claim Tribune made fraudulent transfers and spent more than $200 million professional fees for its bankruptcy proceedings. These plaintiffs are represented by lead attorney Daniel Klapman with Burke, Warren, McKay & Serritella.

Retirees filed a similar, $109 million complaint in Los Angeles Superior Court. Those plaintiffs are represented by Jeffrey Judd of San Francisco and Teitelbaum & Baskin of White Plains, N.Y.

And retirees filed a claim for $104 million in New York County Court.